0001504304-13-000002.txt : 20130429 0001504304-13-000002.hdr.sgml : 20130427 20130429164040 ACCESSION NUMBER: 0001504304-13-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130429 DATE AS OF CHANGE: 20130429 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BROOKLYN CAPITAL MANAGEMENT LLC GROUP MEMBERS: PHILLIP GOLDSTEIN GROUP MEMBERS: STEVEN SAMUELS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HF2 FINANCIAL MANAGEMENT INC. CENTRAL INDEX KEY: 0001562214 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 461314400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87370 FILM NUMBER: 13792192 BUSINESS ADDRESS: STREET 1: 999 18TH STREET, SUITE 3000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-893-2902 MAIL ADDRESS: STREET 1: 999 18TH STREET, SUITE 3000 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: H2 FINANCIAL MANAGEMENT INC. DATE OF NAME CHANGE: 20121114 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brooklyn Capital Management LLC CENTRAL INDEX KEY: 0001504304 IRS NUMBER: 270926182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 60 HERITAGE DRIVE CITY: PLEASANTVILLE STATE: NY ZIP: 10570 BUSINESS PHONE: 201 881-7104 MAIL ADDRESS: STREET 1: PARK 80 WEST STREET 2: 250 PEHLE AVE. SUITE 708 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 SC 13D/A 1 thirda.txt SCHEDULE 13D/A DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 3/22/13 1. NAME OF REPORTING PERSON Brooklyn Capital Management, LLC, Phillip Goldstein, Andrew Dakos, Steven Samuels 2. CHECK THE BOX IF MEMBER OF A GROUP a[ ] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [X] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 1,575,940 8. SHARED VOTING POWER 0 9. SOLE DISPOSITIVE POWER 1,575,940 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 1,575,940 (Footnote 1) 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 7.67% 14. TYPE OF REPORTING PERSON IA, IN _______________________________________________________ Item 1. SECURITY AND ISSUER This statement constitutes Amendment #1 to the schedule 13d filed April 2, 2013.This amendment is filed in order to correct the number (and percentage) of shares deened to be beneficially held by the Reporting Persons on the date the initial schedule 13D was filed. Except as specifically set forth herein, the Schedule 13d remains unmodified. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As per the S-1/A filed on March 21, 2013, there were 20,539,875 shares outstanding as of March 21, 2013. The percentage set forth herein was derived using such number. BCM, Phillip Goldstein, Andrew Dakos and Steven Samuels are deemed to be the beneficial owner of 1,575,940 shares of HTWO (or 7.67% of the outstanding shares) solely by virtue of BCM's power to direct the vote of, and dispose of, these shares. These 1,575,940 shares of HTWO are also beneficially owned by clients of BCM. The Reporting Persons disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein. (b) BCM has sole power to dispose of and vote the 1,575,940 shares. Messrs. Goldstein, Dakos and Samuels are control persons of BCM. c) Since the last filing on 4/2/13 no additional shares of HTWO have been purchased. d) Clients of BCM are entitled to receive any dividends or sales proceeds. e) NA ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: 4/29/2013 By: /S/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos By: /S/ Steven Samuels Name: Steven Samuels BROOKLYN CAPITAL MANAGEMENT, LLC By: /s/ Andrew Dakos Andrew Dakos, Member Footnote 1: The reporting persons disclaim beneficial ownership except to the extent of any pecuniary interest therein.